NEW LAW OR REGULATION. (a) In the event that during the term of this Agreement, any existing codes and applicable law, codes, or regulations are amended or new laws, codes and regulations are enacted or promulgated which, in either case, (1) generally apply to, affect, or impact all domestic, common carrier crude oil pipelines which are located (whether entirely or partially) in the State of Texas and which are of comparable size, age, throughput capacity, and operational capability as the Pipeline, and (2) will require Sunoco to incur (i) a capital expense improvement to the Pipeline in excess of [******] prior to the end of the Term, or (ii) an increase in the cost of operating the Pipeline in excess of [******] per Contract Year, Sunoco shall, upon written notice to Motiva, have the right to initiate negotiations for an adjustment in any of the applicable tariff rates which are set forth in the Incentive Tariff in order to compensate Sunoco for the required improvements. In such event, Sunoco shall submit such written notice to Motiva as far in advance of the effective date of such new or amended law, code or regulation as is reasonably practicable, so as to permit the Parties to negotiate a mutually acceptable adjustment to the tariff rates set forth in the Incentive Tariff.
NEW LAW OR REGULATION. In the event that during the term of this Agreement, any existing codes and applicable law, codes, or regulations are amended or new laws, codes and regulations are enacted or promulgated which, in either case, (1) generally apply to, affect, or impact all domestic, common carrier crude oil pipelines which are located [*****] and which are of comparable size, age, throughput capacity, and operational capability as those pipelines which are part of the N-[*****] Pipeline Route, and (2) will require SUNOCO and/or WTG (either individually or the aggregate) to incur (i) a capital expense improvement to the N-[*****] Pipeline Route in excess of $[*****] prior to the end of the Contract Period, or (ii) an increase in the cost of operating the N-[*****] Pipeline Route in excess of $[*****] per Contract Year, SUNOCO shall, upon written notice to Shipper, have the right to initiate negotiations for an adjustment in any of the applicable tariff rates which are set forth in the Joint Incentive Tariff in order to compensate Sunoco for the required improvements. In connection with SUNOCO's request to initiate negotiations to adjust any of the tariff rates set forth in the Joint Incentive Tariff for the N-[*****] Pipeline Route, SUNOCO shall provide Shipper with a proper showing of the governmental requirement for such improvements and that such improvements are the most cost effective to conform to such governmental requirements. If the Parties hereto are unable to mutually agree on an adjustment in the applicable tariff rates set forth in the Joint Incentive Tariff before it becomes necessary for SUNOCO to take such action so as to be in compliance with the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "[*****]" AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION new or amended law, code or regulation, this Agreement shall terminate without further liability hereunder at the option of SUNOCO, except for payments due and owing as of the date of such early termination.
